Confirmation Agreement
for Your State
This Confirmation of Agreement sets forth that an agreement will remain in full force and effect even if one of the parties is purchased by another entity. This agreement contains all relevant terms including the representations and warranties by the parties.
This Confirmation of Agreement sets forth that an agreement will remain in effect in the event one of the original parties to the agreement is purchased by another entity. This agreement sets forth the names of the parties (original corporation, its buyer and party to the existing agreement), brief description of the existing agreement and warranties and representations made by the parties. It also sets forth the confirmation of the agreement by the buyer and third party. It is imperative that this type of business transaction be clearly set forth in writing. A written Confirmation of Agreement will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties surrounding the original agreement.
This Confirmation of Agreement includes the following:
Protect yourself and your rights by using our attorney-prepared forms.
This attorney-prepared packet contains:
This Confirmation of Agreement includes the following:
- Parties: Names of the original parties to the agreement and the buyer who is purchasing the original corporation who extended the agreement;
- Existing Agreement: Sets out the date and a brief description of the nature of the agreement;
- Representations and Warranties: Detailed list of representations made by the existing parties to the agreement;
- Confirmation of Agreement: Confirms that both the buyer and third party intend that the agreement remain legally binding;
- Signatures: All parties must sign this confirmation in the presence of witnesses.
Protect yourself and your rights by using our attorney-prepared forms.
This attorney-prepared packet contains:
- General Instructions
- Confirmation of Agreement
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Confirmation of Agreement
THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Corporation] (the "Corporation") of [Address of Corporation], [Name of Buyer] (the "Buyer") of [Address of Buyer] and [Name of Other Party to Agreement with Corporation] (the "Third Party") of [Address of Other Party to Agreement with Corporation]
WHEREAS:
(A) The Corporation and the Third Party are parties to an agreement dated [Date of Original Agreement] (the "Agreement") pursuant to which [Describe Briefly the Nature of the Agreement (ie. the Third Party agreed to provide computer consulting services to the Corporation)];
(B) Concurrently with the execution of this Agreement, the Buyer is purchasing all the issued and outstanding shares in the capital of the Corporation (the "Share Purchase Transaction");
(C) For the purposes of certainty, the parties hereto wish to confirm the Agreement;
NOW THEREFORE, in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Representations and Warranties of the Corporation and the Third Party. Each of the Corporation and the Third Party hereby represent and warrant to the Buyer, and acknowledge that the Buyer will be relying upon such representations and warranties in entering into and completing the Share Purchase Transaction:
(a) The Agreement is a good and valid agreement between the Corporation and the Third Party, enforceable against those parties in accordance with its terms, and has not been amended, modified or terminated;
(b) Neither the Corporation nor the Third Party is in default under the Agreement, nor has an event occurred by which the Corporation or the Third Party would be in default or breach under the Agreement; and
(c) Neither the Corporation nor the Third Party has given notice of termination of the Agreement to the other, nor are there any grounds in existence by which either party may give notice to the other of termination of the Agreement.
2. Confirmation of Agreement by Buyer. In reliance upon the representations and warranties of the Corporation and the Third Party, the Buyer hereby confirms that upon completion of the Share Purchase Transaction, the Agreement will remain a valid and legally binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms.
3. Confirmation of Agreement by Third Party. The Third Party hereby confirms that upon completion of the Share Purchase Transaction, the Agreement will remain a valid and legally binding obligation of the Third Party, enforceable against the Third Party in accordance with its terms.
4. Counterparts. This Agreement may be executed in one or more counterparts, via facsimile transmission or otherwise, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
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[NAME OF CORPORATION]
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Per:
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Name:
Title:
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Witness
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[NAME OF BUYER]
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Witness
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[NAME OF THIRD PARTY]
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Number of Pages4
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28492
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Confirmation of Agreement
THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Corporation] (the "Corporation") of [Address of Corporation], [Name of Buyer] (the "Buyer") of [Address of Buyer] and [Name of Other Party to Agreement with Corporation] (the "Third Party") of [Address of Other Party to Agreement with Corporation]
WHEREAS:
(A) The Corporation and the Third Party are parties to an agreement dated [Date of Original Agreement] (the "Agreement") pursuant to which [Describe Briefly the Nature of the Agreement (ie. the Third Party agreed to provide computer consulting services to the Corporation)];
(B) Concurrently with the execution of this Agreement, the Buyer is purchasing all the issued and outstanding shares in the capital of the Corporation (the "Share Purchase Transaction");
(C) For the purposes of certainty, the parties hereto wish to confirm the Agreement;
NOW THEREFORE, in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Representations and Warranties of the Corporation and the Third Party. Each of the Corporation and the Third Party hereby represent and warrant to the Buyer, and acknowledge that the Buyer will be relying upon such representations and warranties in entering into and completing the Share Purchase Transaction:
(a) The Agreement is a good and valid agreement between the Corporation and the Third Party, enforceable against those parties in accordance with its terms, and has not been amended, modified or terminated;
(b) Neither the Corporation nor the Third Party is in default under the Agreement, nor has an event occurred by which the Corporation or the Third Party would be in default or breach under the Agreement; and
(c) Neither the Corporation nor the Third Party has given notice of termination of the Agreement to the other, nor are there any grounds in existence by which either party may give notice to the other of termination of the Agreement.
2. Confirmation of Agreement by Buyer. In reliance upon the representations and warranties of the Corporation and the Third Party, the Buyer hereby confirms that upon completion of the Share Purchase Transaction, the Agreement will remain a valid and legally binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms.
3. Confirmation of Agreement by Third Party. The Third Party hereby confirms that upon completion of the Share Purchase Transaction, the Agreement will remain a valid and legally binding obligation of the Third Party, enforceable against the Third Party in accordance with its terms.
4. Counterparts. This Agreement may be executed in one or more counterparts, via facsimile transmission or otherwise, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
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[NAME OF CORPORATION]
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Per:
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Name:
Title:
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Witness
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[NAME OF BUYER]
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Witness
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[NAME OF THIRD PARTY]
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